SAMCA absorbs Balbuena Project through universal succession

The company S.A. Minera Catalano Aragonesa (SAMCA) has agreed to the merger by absorption of the sole-shareholder company Balbuena Project, S.L.U., which will be extinguished through the block transfer of all its assets to the absorbing company, which will acquire by universal succession all the rights and obligations of the absorbed company. The agreement was adopted by the General Meeting of shareholders of SAMCA on June 30, 2026, and is made public in the Official Gazette of the Mercantile Registry (BORME) no. 175, of September 10, 2026.

The merger operation

The merger is processed under Royal Decree-Law 5/2023, of June 28, which regulates company mergers and absorptions. After approving the respective merger balance sheets and the common project drafted and signed by the administrators of the participating companies, the General Meeting of SAMCA agreed to the absorption of Balbuena Project, S.L.U. as the absorbed company, with the extinction of the latter and the block transfer of its assets.

Pursuant to Article 53 of RDL 5/2023, the approval agreements for the merger were adopted solely by the General Meeting of the absorbing company, as it is a sole-shareholder company.

Corporate background

The operation culminates a process initiated at the beginning of the year. On January 19, 2026, several agreements of Balbuena Project, S.L. were registered in the Mercantile Registry of Madrid (sheet M 767186):

• Change of the administrative body, from joint administrators to a board of directors, with the resignations of Javier Arturo Entrecinales Franco, Almudena Mercedes Barba Silvela, and Néstor Rupert Weigand.
• Appointment of directors: Javier Luengo Egido (president), Guillermo Luengo Egido (vice president), Miguel Ángel Fraj Gascón (secretary), and S.A. Minera Catalano Aragonesa.
• Declaration of sole-shareholder status, with SAMCA as the sole shareholder.
• Revocation of proxies Santiago Barba Silvela, Almudena Mercedes Barba Silvela, and César Francisco Barba Silvela, and appointment of Carlos López Laborda as joint/several proxy.

Rights of shareholders and creditors

In compliance with Article 10 of RDL 5/2023, it is noted that shareholders and creditors of the participating companies have the right to obtain the full text of the adopted agreements and the merger balance sheets. The creditors of each of the companies may oppose the merger within one month, counting from the publication of the last merger announcement, in accordance with Article 13 of RDL 5/2023.

The announcement, signed in Zaragoza on September 7, 2026, by the secretary of the board of directors, Juan Miranda Simavilla, incorporates the identifier A260038388-1.

Relevance

The absorption consolidates the integration of Balbuena Project within the Aragonese mining group SAMCA, which had already controlled the company as the sole partner since January. The operation, processed under the regime of RDL 5/2023, reinforces the group’s equity structure and simplifies its corporate organizational chart, with effects for partners and creditors who have one month to exercise their rights of opposition.

Source: Official Gazette of the Mercantile Registry (BORME), no. 175, September 10, 2026, Second Section – Announcements and legal notices, page 6137 (official reference: BORME-C-2026-4922).